Alcoa Corp
For the period ended May 6, 2026. Filed Mar 19, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2026 · Filed Mar 19, 2026
Contents
Proxy Voting Overview
Below are highlights of certain information in this Proxy Statement. As it is only a summary, it may not contain all of the information that is important to you. For more complete information, please refer to the complete Proxy Statement before you vote. References to “Alcoa,” “the Company,” “we,” “us,” or “our” refer to Alcoa Corporation.
Election of Eleven Directors· The Board has affirmatively determined that each of the eleven director nominees qualifies for election under the Company’s criteria for evaluation of directors.· Our director nominees have substantial leadership, industry, and global business experience in various fields.· Our director nominees represent a range of backgrounds and perspectives.
| Tenure of Director Nominees | Committee Chairs |
|---|---|
| 60% of our current Board leadership—the Chairs ofthe Governance and Nominating, People and Compensation, and Safety, Sustainability and Public Issues Committees—are women. |
| Board RefreshmentSince 2020 | |
|---|---|
| 7 new directors have joined our board | 6 of whom are independent |
Director Nominees
Alcoa’s Board is currently comprised of 11 members. Directors are elected annually to each serve for a one-year term. In accordance with the director retirement policy included in our Corporate Governance Guidelines, Dr. Ernesto Zedillo, who has served as a member of Board since Alcoa became an independent publicly traded company in November 2016, has not been nominated for re-election at the Annual Meeting and his term on the Board will expire at the conclusion of the Annual Meeting. The Board has nominated Mr. Brian R. Galovich for election to the Board as the immediate successor to Dr. Zedillo’s position.
The following table provides summary information about each director nominee standing for election to the Board for a one-year term expiring at the 2027 Annual Meeting.
| DirectorSince · Committee Memberships | ||||||
|---|---|---|---|---|---|---|
| Name · Age · A · GN · PC · SSPI | ||||||
| Thomas J. Gorman(1) Non-Executive Chairman of the BoardRetired Chief Executive Officer, Brambles Limited | 65 | 2021 | ||||
| John A. Bevan Retired Chief Executive Officer and Executive Director, Alumina Limited | 69 | 2024 | ||||
| Mary Anne Citrino Senior Advisor, The Blackstone Group | 66 | 2016 | ||||
| Alistair Field Retired Group Chief Executive Officer and Managing Director, Sims Limited | 61 | 2024 | ||||
| Pasquale (Pat) Fiore Former Rio Tinto executive | 65 | 2020 | ||||
| Brian R. Galovich Executive Vice President, Chief Information Officer, Air Products and Chemicals, Inc. | 52 | — | — | — | — | — |
| James A. Hughes Managing Partner, EnCap Investments L.P. | 63 | 2016 | ||||
| Roberto O. Marques Former Executive Chairman and Chief Executive Officer,Natura & Co Holding S.A. | 60 | 2023 | ||||
| William F. Oplinger(2)President and Chief Executive Officer,Alcoa Corporation | 59 | 2023 | ||||
| Carol L. Roberts Retired Senior Vice President and Chief Financial Officer, International Paper Company | 66 | 2016 | ||||
| Jackson (Jackie) P. Roberts Operating Partner, Capitol Meridian Partners | 63 | 2022 | ||||
| A - Audit Committee | GN – Governance and Nominating Committee | PC – People and Compensation Committee |
|---|---|---|
| SSPI – Safety, Sustainability and Public Issues Committee | – Chair | – Member |
| (1) | As non-executive Chairman of the Board, Mr. Gorman chairs each Board meeting and is invited to attend each committee meeting. |
| (2) | As a management director, Mr. Oplinger attends each Board meeting and is invited to attend each committee meeting, except to the extent the Board or committee requests to meet without him present or the Board or committee is meeting in executive session of independent directors. |
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2026· PricewaterhouseCoopers LLP is an independent auditing firm with the required knowledge and experience to audit the Company’s financial statements. · Audit and non-audit services are pre-approved by the Audit Committee.
Approval, on an advisory basis, of the Company’s 2025 named executive officer compensation· The objectives of our executive compensation program are to align pay with performance, retain talent, and drive stockholder value through programs and practices that incorporate sound policies and practices. · The compensation paid to our Named Executive Officers (“NEOs”) in 2025 reflects our “pay-for-performance” philosophy that links executive compensation to the Company’s measured performance in key financial and non-financial areas and the long-term interests of stockholders.
Our executive compensation program is designed so that total compensation (base salary, annual cash incentives (“IC”), and long-term equity incentives (“LTI”)) is determined in consideration of the Executive Peer Group (as defined below) median, with cash and equity incentive opportunities that aim to motivate and reward exceptional performance if goals are achieved at higher-than-target levels. IC and LTI, both of which are at-risk compensation, comprise the most significant portion of each NEO’s total compensation, meaning that the majority of pay is tied directly to the Company’s performance.
At-Risk Compensation
| CEO | Variable At-Risk: 89% | |
|---|---|---|
| 11%Base Salary | 16%IC | 73%LTI |
| Average Other NEOs | Variable At-Risk: 79% | |
|---|---|---|
| 21%Base Salary | 19%IC | 60%LTI |
Elements of 2025 Compensation
| Base Salary | · Provides an appropriate level of fixed cash compensation to attract and retain highly skilled executives · Reviewed at least annually to reflect responsibilities, experience, and Executive Peer Group and other market data | |||
| Annual Cash Incentive Opportunity | · Target annual incentive opportunities based on job band and competitive market data · Rewards achievement in support of strategic priorities and based on: · 70% financial targets · Adjusted EBITDA excluding special items, normalized (20%) · Free cash flow (20%)· Segment performance metrics relating to production and cost (30%) · 30% non-financial targets · Safety (20%) · Human Resources Management (10%) · Subject to individual contribution adjustment based on each NEO’s role and contributions to the overall success of the Company · Maximum payout is 200% of target | |||
| Performance Restricted Stock Units | · Grants of Performance Restricted Stock Units (“PRSUs”) based upon job band, market data for respective positions, and contributions to the Company at the time of grant · Based on achievement against cumulative three-year performance targets related to:· Total Stockholder Return (“Relative TSR”) relative to the S&P Metals and Mining Select Industry Index (40%) · Return on Equity (“ROE”) measured annually with 1/3 equal weighting for each of the three years covered by LTIP (40%)· Strategic Initiatives (20%) · Earned PRSUs will be settled in shares of common stock after the end of the three-year performance period · Maximum award level is 200% of the target award | |||
| Time-Based Restricted Stock Units | · Grants of time-based Restricted Stock Units (“RSUs”) based upon job band, market data for respective positions, and contributions to the Company at the time of grant · Vest ratably over a three-year period on the first, second, and third anniversary of the date of grant, providing a multi-year retention incentive | |||
Approval of the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated)· The Board and the People and Compensation Committee approved, and have recommended that stockholders approve, the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated).· The primary purpose of this proposal is to increase the number of shares authorized for issuance under the current plan in order to award compensation that encourages selected non-employee directors and employees of the Company to align their interests with the long-term growth and financial success of the Company and to further link the interests of such individuals to the long-term interests of our stockholders.
Proposal 1
Election of 11 Director Nominees to Serve
for One-Year Terms Expiring in 2027
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.